The general objective of this program is to develop a counseling and behavior modification program suitable for implementation in a public, inner-city, elementary school. The program would bring mental health services to large numbers of children with problems, employing only the available school staff and requiring a minimum amount of professional time. To be considered successful, the program would have to reduce the disruptive behaviors, the anxiety, and the negative attitudes manifested by large numbers of the school children, and would have to lead to increased achievement levels in the school. The method of the program involves the creation of a consistent atmosphere within the entire school that actively promotes attitudes conducive to learning and to positive adaptation. This requires the active cooperation of the principal and the majority of teachers. This cooperation is developed by a partnership between the mental health professionals and the school staff. Problem solving groups define the attitudes and behaviors necessary for learning and define the methods by which these attitudes can actively be promoted within the school.